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EXHIBIT 7
JOINT FILING AGREEMENT
The undersigned hereby agree to file jointly Amendment No. 1 to the
Statement on Schedule 13D (the "Statement") relating to the Common Stock, $.01
par value per share, of Pharmhouse Corp. (formerly known as X.X. Xxxxxxx Inc.)
and any further amendments thereto which may be deemed necessary pursuant to
Regulation 13D or G promulgated under Section 13 of the Securities Exchange Act
of 1934, as amended.
It is understood and agreed that a copy of this Agreement shall be
attached as an exhibit to the Statement, filed on behalf of each of the parties
hereto.
This Agreement may be executed in multiple counterparts, each of which
shall constitute an original, one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
as of July 1, 1997.
XXXXXXXXX & XXXXXXXXX, INC.
By /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Executive Vice President
XXXXXXXXX, INC.
By /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Executive Vice President
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SCHEDULE I
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
X.X. Xxxxxxx Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
653803-20-5
(CUSIP Number)
Xxxxxxx Xxxxxxx, Esq. at
Xxxxxxxxx & Xxxxxxxxx, Inc. 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 24, 1991
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/ (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 653803-20-5 PAGE 2 OF 185 PAGES
--------------------- -------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 00-0000000
Xxxxxxxxx & Xxxxxxxxx, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
910, 000
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 910,000
PERSON -------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
910,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- 0 -
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $.01 par value (the
"Shares"), of X.X. Xxxxxxx Inc., a New York corporation (the "Corporation"). The
address of the principal executive office of the Corporation is 000 Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx 00000. The names of the principal executive officers of the
Corporation are as follows:
Name Business Address Position
---- ---------------- --------
Xxxxxxx Xxxxxxx X.X. Xxxxxxx Inc. Chairman of the Board
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx X. Xxxxx X.X. Xxxxxxx Inc. President and Chief
000 Xxxxxxxx Xxxxxxxxx Xxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx X. Xxxxx X.X. Xxxxxxx Inc. Senior Vice President-
000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 and Treasurer
Xxxxxxx Xxxxxxx X.X. Xxxxxxx Inc. Senior Vice President-
000 Xxxxxxxx Xxxxxxxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx, Jr. X.X. Xxxxxxx Inc. Senior Vice President-
000 Xxxxxxxx Xxxxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxx X.X. Xxxxxxx Inc. Management Information
000 Xxxxxxxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
ITEM 2. IDENTITY AND BACKGROUND
(a-c) This Statement is being filed by Xxxxxxxxx & Xxxxxxxxx, Inc., a
New York corporation ("R&R"), the principal business of which is factoring and
asset based financing. The principal office and principal place of business of
R&R is 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
(d-e) During the last five years, neither R&R nor any of the persons
listed on Schedule 1 has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the terms of a Security Agreement Accounts Receivable dated
August 30, 1990 (the "Security Agreement") between Sterling National Bank and
Trust Company of New York ("Sterling") and the Corporation, Sterling agreed to
make loans to the Corporation from time to time in an aggregate principal amount
not to exceed $10,000,000 at any time outstanding (the "Sterling Loans"). In
partial consideration for the Sterling Loans, the Corporation agreed to deliver
to Sterling, upon the date of consummation of the Corporation's Plan of
Reorganization (the "Plan"), a warrant agreement (the "Sterling Warrant").
Pursuant to the terms of a Participation Agreement dated August 30, 1990 (the
"Participation Agreement"), between Sterling and R&R, R&R purchased a 50%
interest in the Sterling Loans from Sterling. Pursuant to a Letter Agreement
dated October 15, 1990 between Sterling and R&R (the "Letter Agreement") and in
partial consideration for R&R's participation in the Sterling Loans, Sterling
agreed to transfer to R&R, 45% of the Sterling Warrant. Such 45% share, issued
as a separate warrant (the "Class A Warrants") entitles R&R to purchase 260,000
shares at an exercise price of $.0433 per Share (subject to certain adjustments
as provided in the Warrant Agreement referred to below) from the date of
issuance of the Class A Warrant until December 31, 1998. In lieu of accepting
its share of any warrants, Sterling accepted cash from the Corporation.
Sterling's loan facility with the Corporation was subsequently paid off.
Pursuant to a Revolving Credit Agreement dated as of December 24, 1991
between the Corporation and R&R (the "Credit Agreement"), R&R agreed to make
loans to the Corporation from time to time in an aggregate principal amount not
to exceed $5,000,000 at any time outstanding. In partial consideration for the
loans made and to be made under the Credit Agreement, the Corporation agreed to
deliver to R&R, upon the consummation of the Plan, (i) warrants (the "Class B
Warrants"), entitling R&R to purchase 520,000 Shares at an exercise price of
$.10 per Share (subject to certain adjustments as provided in the Warrant
Agreement referred to below) at any time until December 31, 1996 and (ii)
warrants (the "Class C Warrants") entitling R&R to purchase 130,000 Shares at an
exercise price of $.44 per share (subject to certain adjustments as provided in
the Warrant Agreement referred to below) at any time until December 31, 1996.
On December 24, 1991, the Corporation consummated the Plan and executed
a Warrant Agreement with R&R (the "Warrant Agreement") which provides for the
Class A Warrants, Class B Warrants and Class C Warrants.
The foregoing is a summary of the Security Agreement, the Participation
Agreement, the Letter Agreement, the Credit Agreement and the Warrant Agreement.
A copy of each of the Security Agreement, the Participation Agreement, the
Letter Agreement, the Credit Agreement and the Warrant Agreement are attached
hereto as Exhibit 1, 2, 3, 4 and 5 respectively, and the foregoing summary is
qualified by reference to the full text of such agreements, which agreements are
incorporated by reference herein.
ITEM 4. PURPOSE OF TRANSACTION
See Item 3. The Shares were acquired by R&R for investment purposes.
Neither R&R, nor any of the persons listed in Item 2 has any plans or proposals
which relate to or would result in (a) the acquisition by any person of
additional securities of the Corporation, or the disposition of securities of
the Corporation, (b) an extraordinary corporate transaction involving the
Corporation or any of its subsidiaries, (c) a sale or transfer of a material
amount of assets of the Corporation or any of its subsidiaries, (d) a change in
the present board of directors or management of the Corporation, (e) a
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material change in the present capitalization or dividend policy of the
Corporation, (f) any other material change in the Corporation's business or
corporate structure, (g) changes in the Corporation's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Corporation by any person, (h) causing a class of
securities of the Corporation to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association, (i) a class of equity securities
of the Corporation becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934 or (j) any action
similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of Shares owned beneficially by R&R is 910,000
or 7% of the outstanding Shares.
(b) Not applicable
(c) See Item 3
(d-e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See Item 3.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Security Agreement Accounts Receivable dated August
30, 1990 by and between Sterling and the Corporation.
Exhibit 2 - Participation Agreement dated August 30, 1990 by and
between Sterling and R&R.
Exhibit 3 - Letter Agreement dated October 15, 1990 by and between
Sterling and R&R.
Exhibit 4 - Revolving Credit Agreement dated as of December 24,
1991 by and between the Corporation and R&R.
Exhibit 5 - Warrant Agreement dated as of December 24, 1991 by and
between the Corporation and R&R.
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After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
Dated: January 2, 1992
XXXXXXXXX & XXXXXXXXX, INC.
By /s/ Xxxx X. Xxxxxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chairman of the Board of Directors,
President and Secretary
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Schedule 1
A. Executive Officers and Directors of Xxxxxxxxx & Xxxxxxxxx, Inc.
Name Business Address Position
---- ---------------- --------
1. Xxxx X. Xxxxxxxxx 0000 Xxxxxxxx Chairman of the
N.Y., N.Y. 10018 Board of Directors,
President and
Secretary
2. Xxxxxxx X. Xxxxxxxxx 1370 Broadway Executive Vice
N.Y., N.Y. 10018 President and Director
3. Xxxx X. Xxxxxxxxx 0000 Xxxxxxxx Xxxx Xxxxxxxxx
X.X., X.X. 00000 and Director
4. Xxxxx Xxxxxxxxx 0000 Xxxxxxxx Xxxxxxxxx
X.X., X.X. 00000
5. Xxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxxxxx Xxxx
X.X., X.X. 00000 President
6. Xxxxxxx Xxxxxxxxxx 0000 Xxxxxxxx Assistant
N.Y., N.Y. 10018 Secretary
B. R & R is wholly owned by Xxxxxxxxx, Inc. which is wholly owned by Xxxx
X. Xxxxxxxxx, individually, and as trustee for trusts established for his
children.
C. Executive Officers and Directors of Xxxxxxxxx, Inc.:
1. Xxxx X. Xxxxxxxxx 0000 Xxxxxxxx Chairman of the
N.Y., N.Y. 10018 Board of Directors,
President and
Secretary
2. Xxxxxxx X. Xxxxxxxxx 0000 Xxxxxxxx Xxxxxxxx xxx
X.X., X.X. 00000 Xxxx President
3. Xxxx X. Xxxxxxxxx 0000 Xxxxxxxx Xxxxxxxx
X.X., X.X. 00000
4. Xxxxxxx Xxxxxxx 0000 Xxxxxxxx Xxxxxxxxx Xxxx
X.X., X.X. 00000 President
5. Xxxxxxx Xxxxxxxxxx 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx
X.X., X.X. 00000
